Note 8 – Stock Compensation Plans (sharecounts in thousands)

In June 2009, our stockholders approved and in June 2014 our stockholders reapproved the OneSpan Inc. 2009 Equity Incentive Plan, formerly known as the “VASCO Data Security International Inc. 2009 Incentive Plan” (the “2009 Equity Plan”). The 2009 Equity Plan permits the issuance of awards in a variety of forms, including (1) shares of our common stock, (2) nonqualified and incentive stock options for the purchase of our common stock, (3) stock appreciation rights, (4) deferred stock, (5) other stock-based awards (including restricted shares, performance shares, performance units and other stock unit awards), and (6) cash incentive awards.

The 2009 Equity Plan may provide performance incentives to employees and non-employee directors, consultants and other key persons of the Company. The plan is administered by the Compensation Committee as appointed by the Board of Directors and is intended to be a non-qualified plan.

As of December 31, 2018, the remaining number of shares allowed to be issued under the 2009 Equity Plan was 6,032 shares of the company’s common stock, representing 15% of the issued and outstanding shares of the company as of such date.

The following table summarizes compensation expense recorded under the two plans:


	For the year ended December 31,
	2018		2017		2016
in thousands
Restricted stock	$	3,973	$	3,466	$	2,766
Long-term compensation plan		2,118		1,906		2,105
Total compensation	$	6,091	$	5,372	$	4,871

Time-Based Restricted Stock

Time-based restricted stock awards granted to non-employee directors vest on the first anniversary date of the grant. Awards granted to certain executive officers in 2018 vest in equal semi-annual installments over four years. Shares are subject to forfeiture if the service period requirement is not met. Compensation expense equal to the market value of the stock on the grant date is recorded on a straight-line basis over the vesting period. Compensation expense was $2.0 million, $2.1 million, and $2.2 million for 2018, 2017, and 2016, respectively. Tax benefit related to the compensation expense was $0.5 million, $0.6 million, and $0.7 million for 2018, 2017, and 2016, respectively. The following table summarizes the time-based restricted stock activity for the year ended December 31, 2018.


		Weighted-		Weighted-
		average		average
		remaining		grant date
(in thousands)	Shares	term (years)		fair value
Outstanding at January 1, 2018	269	1.58	$	16.99
Shares vested	(162)			16.82
Shares awarded	183			14.79
Shares forfeited	(49)			18.72
Outstanding at December 31, 2018	241	2.17	$	15.08

The unamortized future compensation expense for time-based restricted stock awards was $2.6 million at December 31, 2018.

Performance-Based Restricted Stock

Performance-based restricted stock awards granted to executive officers in 2018 were subject to achievement of three year performance targets established by the Board of Directors. Earned shares related to three-year targets vest upon completion of the three-year period. Shares are subject to forfeiture if the service period requirement is not met.

Compensation expense, equal to the market value of the stock on the grant date, is recorded on a graded basis over the vesting period at the performance level deemed probable, as required by ASC 718. Compensation expense in 2018, 2017, and 2016 was $2.0 million, $1.3 million, and $0.6 million. Tax benefit related to the compensation expense was $0.5 million, $0.5 million, and $0.1 million for 2018, 2017, and 2016, respectively. Unamortized future compensation expense for performance-based restricted stock was $1.6 million at December 31, 2018.

The following table summarizes activity related to unvested performance restricted stock shares during 2018:


		Weighted-		Weighted-
	Total	average		average
	Unvested	remaining		grant date
(in thousands)	Shares	term (years)		fair value
Outstanding at January 1, 2018	236	1.85	$	15.69
Shares vested	(25)			14.79
Shares awarded	187			14.89
Shares forfeited	(68)			16.79
Outstanding at December 31, 2018	330	1.45	$	15.07

At December 31, 2018, total unvested shares consists of 9 earned shares and 321 unearned shares.